Iowa Code
Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT
Section 504.111 - Filing requirements.

504.111 Filing requirements.
1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.
2. This chapter must require or permit filing the document in the office of the secretary of state.
3. The document must contain the information required by this chapter. It may contain other information as well.
4. The document must be typewritten or printed. If the document is electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form.
5. The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
6. The document must be executed by one of the following:
a. The presiding officer of the board of directors of a domestic or foreign corporation, its president, or by another of its officers.
b. If directors have not been selected or the corporation has not been formed, by an incorporator.
c. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
7. The person executing a document shall sign it and state beneath or opposite the signature the person’s name and the capacity in which the person signs. The document may contain a corporate seal, an attestation, an acknowledgment, or a verification.
8. If the secretary of state has prescribed a mandatory form for a document under section 504.112, the document must be in or on the prescribed form.
9. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the document, except as provided in sections 504.503 and 504.1509.
10. When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty, shall be paid in a manner permitted by the secretary of state.
11. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents.
12. Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, all of the following provisions apply:
a. The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document.
b. The facts may include any of the following:
(1) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.
(2) A determination or action by any person or body, including the corporation or any other party to a plan or filed document.
(3) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
c. As used in this subsection, all of the following apply:
(1) “Filed document” means a document filed with the secretary of state under any provision of this chapter except subchapter XV or section 504.1613.
(2) “Plan” means a plan of entity conversion or merger.
2004 Acts, ch 1049, §3, 192; 2005 Acts, ch 19, §77; 2015 Acts, ch 45, §2
Referred to in §9.11, 504.116, 504.1104

Structure Iowa Code

Iowa Code

Title XII - BUSINESS ENTITIES

Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT

Section 504.101 - Short title.

Section 504.102 - Reservation of power to amend or repeal.

Section 504.103 - Limitation on requirements imposed on corporations.

Section 504.111 - Filing requirements.

Section 504.111A - Secretary of state — extra services — surcharge.

Section 504.112 - Forms.

Section 504.113 - Filing, service, and copying fees.

Section 504.114 - Effective date of document.

Section 504.115 - Correcting filed document.

Section 504.116 - Filing duty of secretary of state.

Section 504.117 - Appeal from secretary of state’s refusal to file document.

Section 504.118 - Evidentiary effect of copy of filed document.

Section 504.119 - Certificate of existence.

Section 504.120 - Penalty for signing false document.

Section 504.131 - Powers.

Section 504.132 - Secretary of state — internet site.

Section 504.141 - Chapter definitions.

Section 504.142 - Notice.

Section 504.151 - Judicial relief.

Section 504.201 - Incorporators.

Section 504.202 - Articles of incorporation.

Section 504.203 - Incorporation.

Section 504.204 - Liability for preincorporation transactions.

Section 504.205 - Organization of corporation.

Section 504.206 - Bylaws.

Section 504.207 - Emergency bylaws and powers.

Section 504.208 - Foreign-trade zone corporation.

Section 504.301 - Purposes.

Section 504.302 - General powers.

Section 504.303 - Emergency powers.

Section 504.304 - Ultra vires.

Section 504.401 - Corporate name.

Section 504.402 - Reserved name.

Section 504.403 - Registered name.

Section 504.501 - Registered office and registered agent.

Section 504.502 - Change of registered office or registered agent.

Section 504.503 - Resignation of registered agent.

Section 504.504 - Service on corporation.

Section 504.601 - Admission.

Section 504.602 - Consideration.

Section 504.603 - No requirement of members.

Section 504.611 - Differences in rights and obligations of members.

Section 504.612 - Transfers.

Section 504.613 - Member’s liability to third parties.

Section 504.614 - Member’s liability for dues, assessments, and fees.

Section 504.615 - Creditor’s action against member.

Section 504.621 - Resignation.

Section 504.622 - Termination, expulsion, or suspension.

Section 504.623 - Purchase of memberships.

Section 504.631 - Derivative proceedings — definition.

Section 504.632 - Standing.

Section 504.633 - Demand.

Section 504.634 - Stay of proceedings.

Section 504.635 - Dismissal.

Section 504.636 - Discontinuance or settlement.

Section 504.637 - Payment of expenses.

Section 504.638 - Applicability to foreign corporations.

Section 504.641 - Delegates.

Section 504.701 - Annual and regular meetings.

Section 504.702 - Special meeting.

Section 504.702A - Remote participation in meetings of members.

Section 504.703 - Court-ordered meeting.

Section 504.704 - Action by written consent.

Section 504.705 - Notice of meeting.

Section 504.706 - Waiver of notice.

Section 504.707 - Record date — determining members entitled to notice and vote.

Section 504.708 - Action by written ballot.

Section 504.709 - Conduct of meetings.

Section 504.711 - Members’ list for meeting.

Section 504.712 - Voting entitlement generally.

Section 504.713 - Quorum requirements.

Section 504.714 - Voting requirements.

Section 504.715 - Proxies.

Section 504.716 - Cumulative voting for directors.

Section 504.717 - Other methods of electing directors.

Section 504.718 - Corporation’s acceptance of votes.

Section 504.719 - Inspectors of election.

Section 504.721 - Voting agreements.

Section 504.801 - Requirement for and duties of board.

Section 504.802 - Qualifications of directors.

Section 504.803 - Number of directors.

Section 504.804 - Election, designation, and appointment of directors.

Section 504.805 - Terms of directors generally.

Section 504.806 - Staggered terms for directors.

Section 504.807 - Resignation of directors.

Section 504.808 - Removal of directors elected by members or directors.

Section 504.809 - Removal of designated or appointed directors.

Section 504.810 - Removal of directors by judicial proceeding.

Section 504.811 - Vacancy on board.

Section 504.812 - Compensation of directors.

Section 504.821 - Regular and special meetings.

Section 504.822 - Action without meeting.

Section 504.823 - Call and notice of meetings.

Section 504.824 - Waiver of notice.

Section 504.825 - Quorum and voting.

Section 504.826 - Committees of the board.

Section 504.831 - General standards for directors.

Section 504.832 - Standards of liability for directors.

Section 504.833 - Director conflict of interest.

Section 504.834 - Loans to or guarantees for directors and officers.

Section 504.835 - Liability for unlawful distributions.

Section 504.836 - Business opportunities.

Section 504.841 - Required officers.

Section 504.842 - Duties and authority of officers.

Section 504.843 - Standards of conduct for officers.

Section 504.844 - Resignation and removal of officers.

Section 504.845 - Contract rights of officers.

Section 504.846 - Officers’ authority to execute documents.

Section 504.851 - Definitions.

Section 504.852 - Permissible indemnification.

Section 504.853 - Mandatory indemnification.

Section 504.854 - Advance for expenses.

Section 504.855 - Court-ordered indemnification.

Section 504.856 - Determination and authorization of indemnification.

Section 504.857 - Indemnification of officers.

Section 504.858 - Insurance.

Section 504.859 - Application of part.

Section 504.860 - Exclusivity of part.

Section 504.901 - Personal liability.

Section 504.1001 - Authority to amend.

Section 504.1002 - Amendment by directors.

Section 504.1003 - Amendment by directors and members.

Section 504.1004 - Class voting by members on amendments.

Section 504.1005 - Articles of amendment.

Section 504.1006 - Restated articles of incorporation.

Section 504.1007 - Amendment pursuant to judicial reorganization.

Section 504.1008 - Effect of amendment and restatement.

Section 504.1021 - Amendment by directors.

Section 504.1022 - Amendment by directors and members.

Section 504.1023 - Class voting by members on amendments.

Section 504.1031 - Approval by third persons.

Section 504.1032 - Amendment terminating members or redeeming or canceling memberships.

Section 504.1101 - Approval of plan of merger.

Section 504.1102 - Limitations on mergers by public benefit or religious corporations.

Section 504.1103 - Action on plan by board, members, and third persons.

Section 504.1104 - Articles of merger.

Section 504.1105 - Effect of merger.

Section 504.1106 - Merger with foreign corporation or foreign unincorporated entity.

Section 504.1107 - Bequests, devises, and gifts.

Section 504.1108 - Conversion.

Section 504.1201 - Sale of assets in regular course of activities and mortgage of assets.

Section 504.1202 - Sale of assets other than in regular course of activities.

Section 504.1301 - Prohibited distributions.

Section 504.1302 - Authorized distributions.

Section 504.1401 - Dissolution by incorporators or directors and third persons.

Section 504.1402 - Dissolution by directors, members, and third persons.

Section 504.1403 - Articles of dissolution.

Section 504.1404 - Revocation of dissolution.

Section 504.1405 - Effect of dissolution.

Section 504.1406 - Known claims against dissolved corporation.

Section 504.1407 - Unknown claims against dissolved corporation.

Section 504.1421 - Grounds for administrative dissolution.

Section 504.1422 - Procedure for and effect of administrative dissolution.

Section 504.1423 - Reinstatement following administrative dissolution.

Section 504.1424 - Appeal from denial of reinstatement.

Section 504.1431 - Grounds for judicial dissolution.

Section 504.1432 - Procedure for judicial dissolution.

Section 504.1433 - Receivership or custodianship.

Section 504.1434 - Decree of dissolution.

Section 504.1441 - Deposit with state treasurer.

Section 504.1501 - Authority to transact business required.

Section 504.1502 - Consequences of transacting business without authority.

Section 504.1503 - Application for certificate of authority.

Section 504.1504 - Amended certificate of authority.

Section 504.1505 - Effect of certificate of authority.

Section 504.1506 - Corporate name of foreign corporation.

Section 504.1507 - Registered office and registered agent of foreign corporation.

Section 504.1508 - Change of registered office or registered agent of foreign corporation.

Section 504.1509 - Resignation of registered agent of foreign corporation.

Section 504.1510 - Service on foreign corporation.

Section 504.1521 - Withdrawal of foreign corporation.

Section 504.1531 - Grounds for revocation.

Section 504.1532 - Procedure for and effect of revocation.

Section 504.1533 - Appeal from revocation.

Section 504.1601 - Corporate records.

Section 504.1602 - Inspection of records by members.

Section 504.1603 - Scope of inspection right.

Section 504.1604 - Court-ordered inspection.

Section 504.1605 - Limitations on use of corporate records.

Section 504.1606 - Inspection of records by directors.

Section 504.1607 - Exception to notice requirement.

Section 504.1611 - Financial statements for members.

Section 504.1612 - Report of indemnification to members.

Section 504.1613 - Biennial report for secretary of state.

Section 504.1701 - Application to existing domestic corporations.

Section 504.1702 - Application to qualified foreign corporations.

Section 504.1703 - Savings provisions.

Section 504.1704 - Severability.

Section 504.1705 - Public benefit, mutual benefit, and religious corporations.